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8-KThe WireRoutine

Shareholder Vote

Filed Apr 22, 2024 · 2y ago · Accession 0000089800-24-000082

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2024 THE SHERWIN-WILLIAMS COMPANY (Exact Name of Registrant as Specified in Charter) Ohio 1-04851 34-0526850 (State or other jurisdiction of incorporation) (Commission file number) (I.R.S. Employer Identification No.) 101 West Prospect Avenue Cleveland, Ohio 44115-1075 (Address of principal executive offices) (Zip Code) ( 216 ) 566-2000 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.33-1/3 per share SHW New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.07. Submission of Matters to a Vote of Security Holders. On April 17, 2024, The Sherwin-Williams Company ("Sherwin-Williams") held its Annual Meeting of Shareholders ("Annual Meeting"). The shareholders voted on four items at the Annual Meeting, each of which is described in more detail in Sherwin-Williams' definitive proxy statement filed with the Securities and Exchange Commission on March 6, 2024. The final voting results for the proposals submitted for a vote of shareholders at the Annual Meeting are set forth below. Proposal 1 . The shareholders elected the following 11 nominees as directors of Sherwin-Williams to serve until the next Annual Meeting and until their successors are elected. The voting results for the 11 nominees are as follows: Name For Against Abstentions Broker Non-Votes Kerrii B. Anderson 190,808,737 9,422,381 775,368 22,307,938 Arthur F. Anton 178,882,062 21,331,036 793,388 22,307,938 Jeff M. Fettig 194,015,543 6,177,462 813,481 22,307,938 John G. Morikis 191,954,930 8,473,980 577,576 22,307,938 Heidi G. Petz 199,235,454 1,229,528 541,504 22,307,938 Christine A. Poon 191,290,307 9,050,876 665,303 22,307,938 Aaron M. Powell 198,076,927 2,190,938 738,621 22,307,938 Marta R. Stewart 199,320,843 1,004,938 680,705 22,307,938 Michael H. Thaman 199,406,219 830,090 770,177 22,307,938 Matthew Thornton III 197,043,188 3,197,099 766,199 22,307,938 Thomas L. Williams 199,477,199 800,825 728,462 22,307,938 Proposal 2 . The shareholders approved, on an advisory basis, the compensation of the named executive officers. The voting results are as follows: For Against Abstentions Broker Non-Votes 182,951,823 16,737,578 1,317,085 22,307,938 Proposal 3 . The shareholders approved the ratification of the appointment of Ernst & Young LLP as Sherwin-Williams' independent registered public accounting firm for 2024. The voting results are as follows: For Against Abstentions Broker Non-Votes 207,719,650 14,950,816 643,958 0 Proposal 4 . The shareholders approved a shareholder proposal to adopt a simple majority vote. The voting results are as follows: For Against Abstentions Broker Non-Votes 142,182,076 56,735,237 2,089,173 22,307,938 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. THE SHERWIN-WILLIAMS COMPANY April 22, 2024 By: /s/ Stephen J. Perisutti Name: Stephen J. Perisutti Title: Senior Vice President - Deputy General Counsel and Assistant Secretary
Filing details
Ticker
SHW
CIK
89800
Form type
8-K
Filing date
Apr 22, 2024
Report date
Apr 17, 2024
Document
shw-20240417.htm
Size
175 KB